‍Acceptance of the Terms of Service

These terms of service (“Terms”) are entered into by and between you (“You” or “Customer”) and CapeZero, Inc. ("CapeZero," "we," or "us") and govern your access to and use of the capezero.com website (our "Website") and all content, services, and products available at or through the website, including our suite of collaboration tools offered as an online software-as-a-service and any related APIs provided by CapeZero, together with all related mobile and desktop applications (taken together, our “Services”). Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy and our Data Processing Addendum) and procedures that may be published from time to time by CapeZero (collectively, the “Agreement”).

If these Terms are considered an offer by CapeZero, acceptance is expressly limited to these Terms. These Terms apply to all individual visitors, Users, and others who wish to access or use the Services. If you are accessing or using the Services on behalf of an organization, business, or other legal entity (each an “Organization”) then your use of the Services, including ownership of any content created, stored, or transmitted using the Services, shall also be governed by and subject to our SaaS Services Agreement.

PLEASE READ THE AGREEMENT CAREFULLY BEFORE YOU START TO USE OUR SERVICES. BY ACCESSING OR USING ANY PART OF OUR SERVICES, YOU AGREE TO BECOME BOUND BY THE AGREEMENT; IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE ANY OF OUR SERVICES.  

Our Services are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using our Services, you represent and warrant that you are of legal age to form a binding contract with CapeZero and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use our Services.

‍Definitions

“Administrator” means each User designated as an “Administrator” and thus assigned the right to access, modify, and/or delete Users and Deals.

“Content” is data, text, images, links, and other information shared in a Deal. Content includes Organization Content and CapeZero Content as more fully described in Content below.

“Deal” means each deal space within the Services onto which Content is posted by Users. 

“Organization Email” means an email address provisioned by an Organization.  

“Users” means the persons who have CapeZero accounts and are granted access to the Services.  

Changes to the Terms of Service

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of our Services thereafter.  

Your continued use of our Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.  

‍Accessing the Services and Account Security

We reserve the right to withdraw or amend our Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of our Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Services, or all of our Services, to visitors and/or Users.

You are responsible for both:

• Making all arrangements necessary for you to have access to our Services.
• Ensuring that all persons who access our Services through your internet connection and/or CapeZero account are aware of these Terms and comply with them.

To access our Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of our Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with our Services or otherwise, including, but not limited to, through the use of any interactive features of our Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Services or portions of it using your user name, password, or other security information. You are responsible for maintaining the security of your account and your password, and you are fully responsible for all activities that occur under the account, whether or not you authorized that activity and whether such activities are caused by you or a third party that you permit to access or use the Services. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. CapeZero will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

Your CapeZero Account

To use our Services, you’ll need to create an account, either via CapeZero or through a third-party service such as Google or Microsoft. In the latter case, personal information you provide to that third party (such as your name, email address, and other information) will be provided to CapeZero through the third party service in accordance with your privacy settings on that third party service. We will use the personal information provided by the third party service to create your CapeZero account. You agree to provide us with complete and accurate information when you register for an account. You will not share your account credentials, or use them in multiple locations at the same time. You must use a unique identity to access and use the Services, and may access the Services only to the extent purchased by you.  

Our Services contain customizable settings that allow you to give permission to other Users to perform various tasks within the Services (“Permissions”). It is Customer’s sole responsibility to set and manage all Permissions. Accordingly, CapeZero will have no responsibility for managing Permissions and no liability for the Permissions you set. Customer represents and warrants that it is fully responsible for any breach of this Agreement and fully responsible for all payment obligations under this Agreement incurred through its account and/or as a result of any Permissions granted.

Deals

Content submitted, posted, created, or modified by Users in the Services is organized into a Deal. Each Deal has an Administrator or Administrators who has the right to access, modify, and/or delete Users, Content, and to otherwise exercise control over the Deal. Deals may be created by an Organization with an eligible subscription or by a User using an Organization Email. 

Interacting with Deals

If you create Deals with an Organization Email, the Organization that provisioned your Organization Email may be able to (i) view information about any Deal you create or for which you are an Administrator; (ii) access a list of Deal Users and the Content; and (iii) manage your Deal, including to claim control and ownership of such Deal and the Content therein.

If you join a Deal (whether using your personal email or an Organization Email), such Deal is subject to the Organization’s control and you agree that any Content created in such Deal will be shared with the Organization and may be accessed, modified, or deleted by the Deal owner or Administrator. If you join a Deal, your use must comply with that Organization’s policies and any agreement that you may have with that Organization. Organization Administrators may be able to access, disclose, restrict, or remove Content in or from the Deal and/or restrict or terminate your access to the Deal. 

An Organization may (i) invite you to access and contribute to its Deal; and/or (ii) invite you to join the Services as a User under its account. As stated in the “Content” section of these Terms, if you submit or post Content to a Deal, such Content is Organization Content and as between you, CapeZero, and such Organization, the Organization may claim such Organization Content and then own all rights to such Organization Content. For the avoidance of doubt, the foregoing does not prevent you from entering into a separate agreement between you and the Organization that addresses ownership of Content as between you and such Organization.

If you create a CapeZero account on behalf of an Organization, the Organization is the account owner and not you individually. Organizations are authorized to add and remove Users from its Deals and its account and modify and re-assign roles n the Deal (including your role). If the Organization elects to replace you as the Administrator with ultimate authority for the Deal, you agree to take any actions reasonably requested by us or the Organization to facilitate the transfer of authority to a new Administrator of the Organization.

If you are accessing a Deal, you acknowledge that the Services as used by you under such circumstances are a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply in connection with such use of a Deal and/or your access to the Services.

Content

Content made available in a Deal can be categorized in two ways:

• “Organization Content” is any Content posted by a User on a Deal. 
• “CapeZero Content” means text, graphics, images, machine learning models, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services by CapeZero or its licensors. 

Rights in Content: You are solely responsible for your Content and indicate that you own or have the necessary rights to all your Content, and that use of your Content does not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and that your Content complies with these Terms. By making any Content available through the Services, you hereby grant to CapeZero a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publish, distribute and modify (for formatting purposes only), your Content solely in connection with operating and providing the Services and CapeZero Content to you and, depending on the Permissions you or the applicable Organization grant, to other users, individuals, and/or organizations.  

Rights in Organization Content: We do not claim any ownership rights in Organization Content. We consider all Organization Content to be confidential and we do not use, share, or access Organization Content unless directed to do so by you, to ensure compliance with these Terms, and/or to comply with applicable law and other legal requirements. For example, with your permission we would access your Organization Content to respond to and solve your support request. An Organization may claim ownership of all Organization Content, which includes any Content you post to a Deal and any Content you create using an Organization Email. You acknowledge that if you create Content then as between you and the Organization, the Organization will own the rights to any such Organization Content.

Sharing Content: If you or the Organization grant Users Permissions with respect to your Content, you understand and agree that such Users will, depending on the Permissions granted, have the ability to use, publish, display, modify, or duplicate such Content.  

Removal of Organization Content: You and/or the Organization can remove Organization Content by deleting it. However, in certain instances, some Organization Content may not be completely removed (for example, when your data is shared with someone else, including in a Deal). We are not responsible or liable for the removal or deletion of any Organization Content, or the failure to remove or delete such Organization Content.

Rights in CapeZero Content: Subject to your compliance with these Terms, CapeZero grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the CapeZero Content solely in connection with your permitted use of the Services.

Intellectual Property Rights

Our Website, our Services and all contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by CapeZero, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. CapeZero and its licensors exclusively own all right, title and interest in and to our Services and CapeZero Content, including all associated intellectual property rights. CapeZero, CapeZero.com, the CapeZero.com logo, and all other trademarks, service marks, graphics and logos used in connection with CapeZero.com or our Services, are trademarks or registered trademarks of CapeZero or CapeZero’s licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any CapeZero or third-party trademarks. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or CapeZero Content.

Responsibility of Users

CapeZero has not reviewed, and cannot review, all of the Content posted to our Services, and cannot therefore be responsible for that Content, its use or effect. By operating our Services, CapeZero does not represent or imply that it endorses the Content there posted, or that it believes such Content to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive Content. Our Services may contain Content that is offensive, indecent, or otherwise objectionable, as well as Content containing technical inaccuracies, typographical mistakes, and other errors. Our Services may also contain Content that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. CapeZero disclaims any responsibility for any harm resulting from the use by visitors or Users of our Services, or from any downloading by those visitors or Users of Content there posted.  

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

We may update the content on our Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on our Services may be out of date at any given time, and we are under no obligation to update such material.  

Prohibited Uses

You may use our Services only for lawful purposes and in accordance with these Terms. You agree not to use our Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).  
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out below in these Terms.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate CapeZero, a CapeZero employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm CapeZero or users of the Services, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.  
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any Content for any or no reason in our sole discretion.
• Take any action with respect to any Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates these Terms, including the Content Standards below, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for CapeZero.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.  
• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS CAPEZERO AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.  

Content Standards

These content standards apply to any and all Content and use of the Services. Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Content must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms or our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.  
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that material located on or linked to by CapeZero.com violates your copyright, you are encouraged to notify CapeZero (info@capezero.com) in accordance with Digital Millennium Copyright Act of 1998. CapeZero will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. CapeZero will terminate a visitor’s access to and use of the Services if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of CapeZero or others. In the case of such termination, CapeZero will have no obligation to provide a refund of any amounts previously paid to CapeZero.

Links from the Services

If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Third Party Services

We may offer to you the ability to access, or the Services may be integrated or interact with, third party applications, links, websites, and services (“Third Party Applications”) to make the Services available to you. These Third Party Applications may have their own terms and conditions of use and privacy policies. Your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications, nor does CapeZero warrant the compatibility or continuing compatibility of the Third Party Applications with the Services.

Geographic Restrictions

The owner of the Services is based in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Termination

CapeZero may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your CapeZero.com account (if you have one), you may simply discontinue using our Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties

Our Services are provided “as is.” CapeZero and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, any warranties as to the accuracy or completeness of any data and the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither CapeZero nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. CapeZero cannot and will not, be an insurer or guarantor of the accuracy or reliability of the Services or the data contained therein or resulting therefrom. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.  

Indemnification

You agree to defend, indemnify, and hold harmless CapeZero, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

Limitation on Liability

IN NO EVENT WILL CAPEZERO, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) THE COST OF PROCUREMENT FOR SUBSTITUTE PRODUCTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (IV) FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY YOU TO CAPEZERO DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. CAPEZERO SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND THEIR REASONABLE CONTROL. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Customer Representation and Warranty

You represent and warrant that your use of our Services: (a) will be in strict accordance with this Agreement; (b) will comply with all applicable laws and regulations (including without limitation all applicable laws regarding online conduct and acceptable content, the transmission of technical data exported from the United States or the country in which you reside, privacy, and data protection); (c) will not infringe or misappropriate the intellectual property rights of any third party; and (d) is not contrary to applicable U.S. Sanctions.

Miscellaneous

This Agreement constitutes the entire agreement between CapeZero and you concerning the subject matter hereof.  

If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; CapeZero may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Your Comments and Concerns

This website is operated by CapeZero, Inc., 55 W Chestnut Street, Kingston, NY 12401.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@capezero.com.

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